The Société de gestion de Patrimoine Familial (SPF) is Luxembourg’s private wealth management company that benefits from a preferential tax regime and acts solely for the management of the financial assets of an individual or a group of individuals.
Why Luxembourg for your family wealth management company?
The rise of Luxembourg as a top financial center in addition to the tax advantages it offers makes it a reliable jurisdiction for SPF structure.
Luxembourg has a long-established extraordinary international financial services reputation. It has an unrivaled range of investment fund solutions plus an integrated of service providers with vast expertise and the ability to meet distinct local and international markets. All these in addition to its political, economic, social, legal, and tax stability, make Luxembourg an ideal jurisdiction for the SPF structure.
Features of the Luxembourg SPF
| Practical use of the SPF | The SPF is built as an investment company exclusively for the use of natural persons engaging in the management of their private wealth. |
| Applicable legislation | Law of 11 May 2007 (“SPF Law”), Luxembourg Memorial about SPF |
| Eligible investors | – Private investors – Entities serving the interest in regard of the private property of one or more individuals (e.g. Trust, private foundation or similar entities) – Mediators acting on behalf of either one stated above |
| Eligible assets | SPF‘s exclusive purpose must be the acquisition, holding, management and disposal of financial asset. Prohibited activities: – Commercial and industrial activities are prohibited from the SPF law. – Direct investment in real estate by an SPF is excluded from its corporate goal. – The holding of patents and trademarks is prohibited. – Also, intellectual property rights are regarded as a commercial activity and cannot be owned or managed by the SPF. |
| Risk diversification requirements | The SPF doesn’t have risk diversification requirements. |
| Legal Forms of the SPF | Public limited company (S.A.) Private limited liability company (S.à R.L.), Partnership limited by shares (S.C.A.), Cooperative in the form of a public limited company (ScoSA) |
| Segregated compartments | No |
| Capital requirements | Minimum capital differs depending on the legal form (e.g. S.A./S.C.A.: € 31,000; S.àR.L.: €12,000) |
| Net asset value (NAV) calculation and redemption policy | Not required |
| SPF Taxation | The SPF is exempt from corporate income tax, municipal business tax and net worth tax No tax on capital gains and liquidation proceeds earned by non-resident investors Distribution of dividends to investors is not subject to any withholding tax Subscription tax at a rate of 0.25% No withholding tax on interest payment (except if EU Savings Directive applies) No access to tax treaties and European directives Not subject to VAT obligations |
| Authorisation and supervision by the Commission de Surveillance du Secteur Financier (CSSF) | No authorisation required |
| European passport | No |
| Thin capitalization rules (debt-to-equity ratio) | The SPF is subject to annual subscription tax rate of 0.25%, from the paid-up capital or the part of the debt that is over eight (8) times the amount of the paid-in share capital. |
In addition, the Securities issued by an SPF can not be placed in a public offering or listed on a stock exchange.
The SPF is a passive investment vehicle that can be a very effective aid in the context of inheritance. This list is not all-out, as the SPF is interesting in many other situations.
For more details about the SPF and other investment funds in Luxembourg, let’s go ahead and contact your Damalion expert now.
Manage your family wealth with the Luxembourg SPF: eligibility, permitted assets, 2025 subscription tax, governance, and banking onboarding.
For private investors, entrepreneurs, family offices, and family businesses
Last updated: 12 September 2025Who can use a Luxembourg SPF?
The Private Wealth Management Company (SPF) is designed for natural persons and their qualifying wealth vehicles investing privately. It is not intended for institutional investors and it must not run commercial activities. Record each investor’s eligibility and keep a short note in the corporate file and board minutes.
Damalion coordinates incorporation, account opening, and record-keeping in coordination with your usual advisers.
Which assets may an SPF hold?
Its exclusive purpose is to acquire, hold, manage, and dispose of financial assets. The SPF does not invoice third parties, does not operate a business, and does not hold real estate directly or transparently. List your intended instruments at the outset so the perimeter stays clear.
- Permitted: shares, bonds, fund units, deposits, and comparable financial instruments.
- Not permitted: operating businesses, fee-based services to third parties, interest-bearing loans to third parties, and direct or transparent real-estate holding.
How is the SPF taxed in 2025?
The SPF does not pay corporate income tax, municipal business tax, or net wealth tax. Instead, it pays an annual subscription tax with predictable deadlines and standard filings.
- Rate: 0.25% on paid-up share capital plus share premium plus the portion of debt exceeding 8× equity (capital + premium).
- Minimum: €1,000 per year. Maximum: €125,000 per year.
- Measurement point: base assessed on the first day of the financial year.
- Payment and filing: quarterly via MyGuichet.lu, with the annual amount split into four instalments.
- Annual certificate: electronic filing of the compliance certificate with the AED by 31 July.
- Naming rule: the legal name must include “SPF”; administrative fines may apply if requirements are ignored.
Why choose an SPF for private wealth?
Families appreciate the SPF because the rules are clear, filings are light, and governance stays tidy. It is a quiet, predictable vehicle for long-term holdings when no operating business is planned.
- Focused purpose that reduces compliance ambiguity.
- Subscription tax replaces corporate taxes with a defined floor and cap.
- Straightforward governance: concise minutes, signature matrix, registers kept in Luxembourg.
- Bank onboarding expectations are known: UBO trail, source-of-funds and source-of-wealth narratives, payment limits.
- Works for listed and private instruments provided the non-commercial perimeter is respected.
How do you incorporate a Luxembourg SPF step by step?
Follow this sequence to move from decision to a working, compliant entity without unnecessary friction.
- Confirm investors and purpose. Identify each investor and the instruments to be held; keep a one-page intent note.
- Pick the form for the job. S.à r.l. or S.A.; draft articles that state the private-wealth purpose and boundaries.
- Prepare documents. Articles of association, shareholder register, and a short shareholders’ agreement if needed.
- Open the account. UBO files, source-of-funds and source-of-wealth narratives, authorised signatories, payment limits; obtain a blocking certificate where required.
- Notarial incorporation. Pay in capital where applicable, sign the deed, appoint directors.
- Register and set up filings. File with the RCS and organise quarterly subscription-tax payments.
- Operate and review yearly. Keep Luxembourg minutes and registers, refresh KYC, and check the perimeter is respected.
Which governance and banking documents help onboarding?
Consistency avoids delays. Keep wording aligned across articles, minutes, and bank forms so powers and limits match everywhere.
- Ownership chart with UBO identification and short source-of-funds/source-of-wealth narratives.
- Articles, signature matrix, and minute templates.
- Treasury policy with payment thresholds and dual-approval rules where appropriate.
When is another vehicle a better fit?
If you plan operating activity, invoicing to third parties, or intragroup financing, the SPF will be too narrow. Damalion experts may advise you on structures that align with your objectives and timing.
SOPARFI for business flows and debt · SCSp for a limited partnership setup · RAIF for a fast-to-market fund framework
Quick snapshot
Here are a few points that matter for your incorporation project.
| Topic | Answer |
|---|---|
| Role | Holding financial assets for private wealth with no commercial operations |
| Investors | Individuals and qualifying family wealth vehicles |
| Tax | Subscription tax replaces corporate taxes, with minimum and cap |
| Treaties / VAT | No access to double-tax treaties and no VAT registration under the private-wealth purpose |
| Governance | Minutes and registers kept in Luxembourg; clear signing powers |
Frequently asked questions
What is a Luxembourg SPF in legal terms?
Who may invest in an SPF?
Which assets can an SPF hold?
Can an SPF grant loans?
Does an SPF have access to tax treaties?
Does an SPF register for VAT?
Which legal forms are typical for an SPF?
What is the minimum share capital?
How is the subscription tax calculated in 2025?
When and how is the subscription tax paid?
What annual certificate is required?
Can an SPF hold real estate?
Where should minutes and registers be kept?
What naming rule applies?
When might another vehicle be more suitable?
Related guides to plan your structure
These short reads help you compare options and keep your group chart clean. Damalion experts may advise you on the best sequence for your roadmap.
